TRINTECH GROUP PLC NOTICE OF ANNUAL GENERAL ...

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RESOLUTION SEVEN AMENDMENT TO OUR ARTICLES OF ASSOCIATION General Article 8.4 of our Articles of Association currently authorises our directors pursuant to Section 20 of the Companies (Amendment) Act, 1983 to allot shares in us, and disapply the statutory pre-emption rights contained in Section 23 of the Companies (Amendment) Act, 1983 in relation to such allotments, such authority and disapplication to expire on July 22 2015. If resolutions 4, 6 and 7 are passed by the requisite number of members, the provisions of Article 8.4 of our Articles of Association should be amended to reflect that the relevant authority and disapplication under Section 20 and 23 have been refreshed. Vote required The affirmative vote of the holders of not less than seventy-five percent (75%) of the ordinary shares represented, in person or by proxy, at the Annual General Meeting and voting on the proposal is required to approve the amendment to our Articles of Association. “8.4 The Directors are generally and unconditionally authorised to exercise all powers of the Company, to allot relevant securities (as defined for the purposes of Section 20 of the 1983 Act) up to an amount equal to the authorised but unissued share capital of the Company at the date hereof, provided that this authority will expire on July 22, 2015 save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. The pre-emption provisions of Sub-section (1) of Section 23 of the 1983 Act shall not apply to any allotment by the Company of equity securities (within the meaning of the said Section 23).” Unless otherwise instructed, the proxies will vote “FOR” the aforementioned amendment to our Articles of Association. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RESOLUTION SEVEN 14
RESOLUTION EIGHT General APPROVAL OF NEW SHARE BUY BACK PROVISIONS The 2009 Companies Act and a recent statutory instrument (Companies (Recognised Stock Exchanges) Regulations 2010) have changed the buy-back provisions of Irish plcs with listings in the US (NYSE and NASDAQ) and London. In particular, there is a new concept of an "overseas market purchase". The new overseas market purchase works just like a regular (Irish Exchange) market purchase. In particular, the authority granted by the shareholders must specify the maximum number of shares which may be purchased. The authority must also state the maximum and minimum prices which may be paid for the shares. An obligation is also imposed by the new legislation to publish on your website, on the day after the first market purchase under the authorisation the following information: - the date of purchase - the purchase price, or the highest and lowest prices paid - the number of shares purchased - the name of the exchange on which they were purchased. This information must be on the website for 28 continuous days (s226A, Companies Act 1990). Resolution Eight Vote Required “That subject to and for the purposes of the Companies Act 1990, the Company and/or any of its subsidiaries be and are hereby generally authorised to make overseas market purchases of shares of any class of the Company (and for the purposes of this resolution shares shall be deemed to include the Company’s American Depositary Shares) on such terms and conditions and in such manner as the Directors may from time to time determine, but so that: (1) the maximum number of shares authorised to be purchased under this resolution shall be such number of shares whose aggregate nominal value shall not exceed 15 per cent of the aggregate nominal value of the issued share capital of the Company as at the commencement of business on the day of the passing of this resolution; (2) the minimum price which may be paid for any share is an amount equal to its nominal value; and (3) the maximum price which may be paid for any share (a “relevant share”) shall be the higher of the nominal value thereof and an amount equal to 105 per cent of the average of the relevant prices of the shares of the same class as the relevant share in respect of each of the five Trading Days immediately preceding the day on which the relevant share is purchased; For the purposes of this Resolution the following expressions have the following meanings: (i) “relevant price” means in respect of any Trading Day, the closing price on the Exchange of a share of the same class as the relevant share for such Trading Day; (ii) The “Exchange” means NASDAQ; and (iii) “Trading Day” means a day on which trading has taken place on the Exchange in shares of the same class as the relevant share. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company if later, January 22, 2012 unless previously varied, revoked or renewed. The Company or any subsidiary may before such expiry make a contract for the purchase of shares which would or might be wholly or partly executed after such expiry and may make a purchase of shares pursuant to any such contract as if the authority hereby conferred had not expired." The affirmative vote of the holders of not less than seventy-five percent (75%) of the ordinary shares represented, in person or by proxy, at the Annual General Meeting and voting on the proposal is required to approve the new share buy-back terms to be followed by the Company. Unless otherwise instructed, the proxies will vote “FOR” for the aforementioned approval of the new share buy-back terms. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RESOLUTION EIGHT 15
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